ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD
FROM TO

Commission File No. 1-8661

The Chubb Corporation

(Exact name of registrant as specified in its
charter)

New Jersey

13-2595722

(State or other jurisdiction of incorporation
or organization)

(I.R.S. Employer Identification No.)

15 Mountain View Road, P.O. Box 1615

Warren, New Jersey

07061-1615

(Address of principal executive
offices)

(Zip Code)

(908) 903-2000

(Registrants telephone number)

Securities registered pursuant to Section
12(b) of the Act:

Common Stock, par value $1 per share

New York Stock Exchange

Series B Participating Cumulative

Preferred Stock Purchase Rights

New York Stock Exchange

Common Stock Purchase Warrants1

New York Stock Exchange

4% Senior Notes Due 20071

New York Stock Exchange

(Title of each class)

(Name of each exchange on which
registered)

1 Offered
together in the form of 7% Equity Units.

Securities registered pursuant to Section
12(g) of the Act:

None

(Title of class)

Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
ü. No. .

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the Act) Yes
üNo. .

The aggregate market value of voting stock held
by non-affiliates of the registrant was $12,121,280,512 as of
June 30, 2002, computed on the basis of the closing sales
price of common stock on that date.

171,217,974

Number of shares of common stock outstanding
as of January 31, 2003

Documents Incorporated by Reference

Portions of the definitive Proxy Statement for
the Annual Meeting of Shareholders on April 29, 2003 are
incorporated by reference in Part III of this
Form 10-K.

Explanatory Note

This Annual Report on Form 10-K/A constitutes
Amendment No. 1 to the Registrants Form 10-K for the
fiscal year ended December 31, 2002. This Annual Report on
Form 10-K/A for the fiscal year ended December 31, 2002 is
being filed solely to file herewith By-Laws of the Registrant as
amended to December 1, 2002.

The financial statements and schedules listed in
the accompanying index to financial statements and financial
statement schedules are filed as part of this report.

3. Exhibits

The exhibits listed in the accompanying index to
exhibits are filed as part of this report.

(b) Reports on Form 8-K

The Registrant filed a current report on
Form 8-K dated November 3, 2002 with respect to the
announcement that, effective December 1, 2002, the
Registrant had hired a new Chief Executive Officer, named a
non-executive Chairman of the Board and appointed three senior
executives as Vice Chairmen.

The Registrant filed a current report on
Form 8-K on November 14, 2002 with respect to
certifications of its Chief Executive Officer and Chief
Financial Officer regarding Exchange Act filings.

The Registrant filed a current report on
Form 8-K on December 9, 2002 with respect to
Non-Employee Director Special Stock Option Agreements.

The Registrant filed a current report on
Form 8-K on December 13, 2002 with respect to an
underwriting agreement, a warrant agreement and a pledge
agreement.

The Registrant filed a current report on
Form 8-K on January 21, 2003 with respect to an
employment agreement and change in control employment agreement
entered into with the Registrants Chief Executive Officer.

For the purposes of complying with the amendments
to the rules governing Form S-8 (effective July 13,
1990) under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into registrants Registration
Statements on Form S-8 Nos. 33-29185 (filed June 7,
1989), 33-30020 (filed July 18, 1989), 33-49230 (filed July
2, 1992), 33-49232 (filed July 2, 1992), 333-09273 (filed
July 31, 1996), 333-09275 (filed July 31, 1996),
333-58157 (filed June 30, 1998), 333-67347 (filed
November 16, 1998), 333-36530 (filed May 8, 2000),
333-85462 (filed April 3, 2002), 333-90140 (filed
June 10, 2002) and Post-Effective Amendment No. 2 to
Form S-4 on Form S-8 No. 333-73073 (filed July 19,
1999):

Insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

49

SIGNATURES

Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

THE CHUBB CORPORATION

(Registrant)

March 13, 2003

By

/s/ MICHAEL OREILLY

(Michael OReilly Vice Chairman
and

Chief Financial Officer)

50

I, John D. Finnegan, certify that:

1. I have reviewed this Amendment
No. 1 to the annual report on Form 10-K/A of The Chubb
Corporation;

2. Based on my knowledge, this annual
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this annual report;

3. Based on my knowledge, the
financial statements, and other financial information included
in this annual report, fairly present in all material respects
the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this
annual report;

4. The registrants other
certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

(a)

designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;

(b)

evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

(c)

presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrants other
certifying officers and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or
persons performing the equivalent function):

(a)

all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and
report financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and

(b)

any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and

6. The registrants other
certifying officers and I have indicated in this annual report
whether or not there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: March 13, 2003

/s/ JOHN D. FINNEGAN

John D. Finnegan

President and Chief Executive Officer

52

I, Michael OReilly, certify that:

1. I have reviewed this Amendment
No. 1 to the annual report on Form 10-K/A of The Chubb
Corporation;

2. Based on my knowledge, this annual
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this annual report;

3. Based on my knowledge, the
financial statements, and other financial information included
in this annual report, fairly present in all material respects
the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this
annual report;

4. The registrants other
certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

(a)

designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;

(b)

evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

(c)

presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrants other
certifying officers and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or
persons performing the equivalent function):

(a)

all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and
report financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and

(b)

any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and

6. The registrants other
certifying officers and I have indicated in this annual report
whether or not there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Agreement and Plan of Merger dated as of
February 6, 1999 among Executive Risk Inc., the registrant
and Excalibur Acquisition, Inc. incorporated by reference to
Exhibit (99.2) of the registrants Report to the Securities
and Exchange Commission on Form 8-K dated February 6, 1999.

(3) 

Articles of incorporation and by-laws

Restated Certificate of Incorporation.
Incorporated by reference to Exhibit (3) of the
registrants Report to the Securities and Exchange
Commission on Form 10-Q for the six months ended
June 30, 1996.

Certificate of Amendment to the Restated
Certificate of Incorporation. Incorporated by reference to
Exhibit (3) of the registrants Report to the
Securities and Exchange Commission on Form 10-K for the
year ended December 31, 1998.

Certificate of Correction of Certificate of
Amendment to the Restated Certificate of Incorporation.
Incorporated by reference to Exhibit (3) of the
registrants Report to the Securities and Exchange
Commission on Form 10-K for the year ended
December 31, 1998.

By-Laws. Filed herewith.

(4) 

Instruments defining the rights of security
holders, including indentures

The registrant is not filing any instruments
evidencing any indebtedness since the total amount of securities
authorized under any single instrument does not exceed 10% of
the total assets of the registrant and its subsidiaries on a
consolidated basis. Copies of such instruments will be furnished
to the Securities and Exchange Commission upon request.

Warrant Agreement dated as of December 2, 2002
between The Chubb Corporation and Bank One Trust Company, N.A.,
as Warrant Agent. Incorporated by reference to Exhibit (4.1) of
the registrants Report to the Securities and Exchange
Commission on Form 8-K filed on December 13, 2002.

Pledge Agreement dated as of December 2, 2002
between The Chubb Corporation, BNY Midwest Trust Company, as
Collateral Agent, Custodial Agent and Securities Intermediary,
and Bank One Trust Company, N.A., as Warrant Agent. Incorporated
by reference to Exhibit (4.2) of the registrants Report to
the Securities and Exchange Commission on Form 8-K filed on
December 13, 2002.

Rights Agreement dated as of March 12, 1999
between The Chubb Corporation and First Chicago Trust Company of
New York as Rights Agent. Incorporated by reference to Exhibit
99.1 of the registrants Report to the Securities and
Exchange Commission on Form 8-K dated March 12, 1999.

(10) 

Material contracts

The Chubb Corporation Producer Stock Incentive
Program incorporated by reference to Exhibit (4.3) of the
registrants Report to the Securities and Exchange
Commission on Amendment No. 2 to Form S-3
No. 333-67445 dated January 25, 1999.

E-1

Description

Executive Compensation Plans and Arrangements.

The Chubb Corporation Annual Incentive
Compensation Plan (2001) incorporated by reference to
Exhibit B of the registrants definitive proxy
statement for the Annual Meeting of Shareholders held on
April 24, 2001.

The Chubb Corporation Stock Option Plan for
Non-Employee Directors (2001) incorporated by reference to
Exhibit C of the registrants definitive proxy
statement for the Annual Meeting of Shareholders held on
April 24, 2001.

The Chubb Corporation Long-Term Stock Incentive
Plan (2000) incorporated by reference to Exhibit A of the
registrants definitive proxy statement for the Annual
Meeting of Shareholders held on April 25, 2000.

The Chubb Corporation Annual Incentive
Compensation Plan (1996) incorporated by reference to
Exhibit A of the registrants definitive proxy
statement for the Annual Meeting of Shareholders held on
April 23, 1996.

The Chubb Corporation Long-Term Stock Incentive
Plan (1996), as amended, incorporated by reference to
Exhibit (10) of the registrants Report to the
Securities and Exchange Commission on Form 10-K for the
year ended December 31, 1998.

The Chubb Corporation Stock Option Plan for
Non-Employee Directors (1996), as amended, incorporated by
reference to Exhibit (10) of the registrants Report
to the Securities and Exchange Commission on Form 10-K for
the year ended December 31, 1998.

The Chubb Corporation Long-Term Stock Incentive
Plan (1992), as amended, incorporated by reference to
Exhibit (10) of the registrants Report to the
Securities and Exchange Commission on Form 10-K for the
year ended December 31, 1998.

The Chubb Corporation Stock Option Plan for
Non-Employee Directors (1992), as amended, incorporated by
reference to Exhibit (10) of the registrants Report
to the Securities and Exchange Commission on Form 10-K for
the year ended December 31, 1998.

Non-Employee Director Special Stock Option
Agreements incorporated by reference to Exhibit (10) of the
registrants Report to the Securities and Exchange
Commission on Form 8-K filed on December 9, 2002.

The Chubb Corporation Deferred Compensation Plan
for Directors, as amended, incorporated by reference to
Exhibit (10) of the registrants Report to the
Securities and Exchange Commission on Form 10-K for the
year ended December 31, 1998.

The Chubb Corporation Executive Deferred
Compensation Plan incorporated by reference to Exhibit (10)
of the registrants Report to the Securities and Exchange
Commission on Form 10-K for the year ended
December 31, 1998.

The Chubb Corporation Estate Enhancement Program
incorporated by reference to Exhibit (10) of the
registrants Report to the Securities and Exchange
Commission on Form 10-Q for the three months ended
March 31, 1999.

E-2

Description

The Chubb Corporation Estate Enhancement Program
for Non-Employee Directors incorporated by reference to
Exhibit (10) of the registrants Report to the
Securities and Exchange Commission on Form 10-Q for the
three months ended March 31, 1999.

Executive Severance Agreement incorporated by
reference to Exhibit (10) of the registrants Report
to the Securities and Exchange Commission on Form 10-K for
the year ended December 31, 1998.

Executive Severance Agreement incorporated by
reference to Exhibit (10) of the registrants Report to the
Securities and Exchange Commission on Form 10-K for the year
ended December 31, 1997.

Executive Severance Agreement incorporated by
reference to Exhibit (10) of the registrants Report
to the Securities and Exchange Commission on Form 10-K for
the year ended December 31, 1995.

Change in Control Employment Agreement
incorporated by reference to Exhibit (10) of the
registrants Report to the Securities and Exchange
Commission on Form 8-K filed on January 21, 2003.

Employment Agreement incorporated by reference to
Exhibit (10) of the registrants Report to the
Securities and Exchange Commission on Form 8-K filed on
January 21, 2003.

Retirement Agreement incorporated by reference to
Exhibit (10) of the
registrants Report to the Securities and Exchange
Commission on Form 10-Q
for the three months ended September 30, 2002.

(11) 

Computation of earnings per share included in
Note (16) of the Notes to Consolidated Financial Statements.